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EXHIBIT 99.1
AMENDMENT NO. 1 TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
This Amendment No. 1, dated as of April 16, 2000 (this "Amendment"), to
the Shareholder Protection Rights Agreement, dated as of June 20, 1999 (the
"Agreement"), between Acsys, Inc., a Georgia corporation ("Company"), and
SunTrust Bank, Atlanta, as rights agent (the "Rights Agent").
WITNESSETH:
WHEREAS, Company proposes to enter into an Agreement and Plan of
Merger, dated as of April 16, 2000, as may be amended, (the "Merger Agreement"),
by and among Xxxxxxx B.V. ("Parent"), a company organized in The Netherlands;
Platform Purchaser Inc. ("Purchaser"), a Georgia corporation; Vedior N.V.
("Vedior"), a company organized in The Netherlands; Select Appointments North
America Inc. ("SANA"), a Delaware corporation (SANA and Vedior are collectively
referred to herein as the "Guarantors") and Company, pursuant to which Company
will represent and warrant, among other things, that the Agreement has been
amended as provided herein, the effect of which is to provide that the execution
and delivery of, and the consummation of the transactions contemplated by, the
Merger Agreement and the ancillary agreements thereto (including, without
limitation, the support agreements dated April 16, 2000 between Vedior,
Purchaser and each of (a) Xxxxx X. Xxxxxx and Xxxx X. Xxxxxx, and (b) Xxxxx X.
Xxxxx and The Xxxxx Family Foundation) will not result in (i) Parent, Purchaser
or the Guarantors being an Acquiring Person, (ii) the occurrence of a Flip-In
Date, a Stock Acquisition Date, a Separation Time, a Flip-Over Transaction or
Event, or (iii) the Company having any obligation or the holders having any
rights with respect to the Rights or the Rights Agreement, including, without
limitation, the Rights becoming exercisable; and
WHEREAS, the Board of Directors of Company has determined that it is
necessary and desirable to amend, pursuant to Section 5.4 of the Agreement, the
Agreement to comply with the terms of the Merger Agreement; and
WHEREAS, all of the members of the Board of Directors of Company at a
meeting of such Board duly called and held on April 16, 2000, voted in favor of
the adoption of this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the mutual
agreements herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. A new Section 5.19 is hereby added, which shall read in its
entirety as follows:
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"5.19. Notwithstanding anything to the contrary contained in
this Agreement, solely as a result of the execution, delivery
or performance of that certain Agreement and Plan of Merger
dated as of April 16, 2000 (the "Merger Agreement") by and
among Xxxxxxx B.V. ("Parent"), a company organized in The
Netherlands; Platform Purchaser Inc. ("Purchaser"), a Georgia
corporation; Vedior N.V. ("Vedior"), a company organized in
The Netherlands; Select Appointments North America Inc.
("SANA"), a Delaware corporation (SANA and Vedior are
collectively referred to herein as the "Guarantors") and
Company (including, without limitation, the announcement,
making or consummation of the tender offer contemplated by the
Merger Agreement (the "Offer"), the acquisition of Common
Stock pursuant to the Offer or the merger contemplated by the
Merger Agreement or any other transaction contemplated by the
Merger Agreement) and the ancillary agreements thereto
(including, without limitation, the support agreements dated
April 16, 2000 between Vedior, Purchaser and each of (a) Xxxxx
X. Xxxxxx and Xxxx X. Xxxxxx and (b) Xxxxx X. Xxxxx and The
Xxxxx Family Foundation): (i) the Separation Time shall not
occur or be deemed to occur, (ii) neither Parent, Purchaser
nor the Guarantors will become an Acquiring Person, and (iii)
there shall not occur a Flip-In Date, a Stock Acquisition
Date, or a Flip-Over Transaction or Event.
2. Section 5.14 of the Agreement is hereby amended by adding the
following sentence at the end thereof:
"The execution and delivery of, and the consummation of the
transactions contemplated by, the Merger Agreement and
Amendment No. 1 to this Agreement have been approved as of
April 16, 2000 by the Board of Directors of the Company for
all purposes under this Section 5.14."
3. Terms used herein without definition, but defined in the
Agreement, shall have the meanings assigned to them in the Agreement. Other than
as amended hereby, all other provisions of the Agreement shall remain in full
force and effect.
(SIGNATURES ON THE FOLLOWING PAGE)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested as of the day and year first above written.
ACSYS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer and
Chairman of the Board of Directors
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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